Sherif Abdou - Dec 3, 2021 Form 4 Insider Report for P3 Health Partners Inc. (PIII)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Jessica Puathasnanon, as attorney-in-fact
Stock symbol
PIII
Transactions as of
Dec 3, 2021
Transactions value $
$20,799,912,250
Form type
4
Date filed
12/7/2021, 08:16 PM
Next filing
May 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PIII Class V Common Stock Award $9.27B +9.63M $962.61* 9.63M Dec 3, 2021 By NA 2021 GRAT F1, F2, F3, F4
transaction PIII Class V Common Stock Award $935M +3.06M $305.85* 3.06M Dec 3, 2021 By NA 2021 Trust F1, F3, F6, F7
transaction PIII Class V Common Stock Award $198M +1.41M $140.84* 1.41M Dec 3, 2021 By NA Charitable Trust F1, F3, F8, F9
transaction PIII Class V Common Stock Award $9.27B +9.63M $962.61* 9.63M Dec 3, 2021 By SA 2021 GRAT F1, F2, F3, F10
transaction PIII Class V Common Stock Award $935M +3.06M $305.85* 3.06M Dec 3, 2021 By SA 2021 Trust F1, F3, F6, F11
transaction PIII Class V Common Stock Award $198M +1.41M $140.84* 1.41M Dec 3, 2021 By SA Charitable Trust F1, F3, F8, F12

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PIII Common Units Award +9.63M 9.63M Dec 3, 2021 Class A Common Stock 9.63M By NA 2021 GRAT F2, F3, F4, F5
transaction PIII Common Units Award +3.06M 3.06M Dec 3, 2021 Class A Common Stock 3.06M By NA 2021 Trust F3, F5, F6, F7
transaction PIII Common Units Award +1.41M 1.41M Dec 3, 2021 Class A Common Stock 1.41M By NA Charitable Trust F3, F5, F8, F9
transaction PIII Common Units Award +9.63M 9.63M Dec 3, 2021 Class A Common Stock 9.63M By SA 2021 GRAT F2, F3, F5, F10
transaction PIII Common Units Award +3.06M 3.06M Dec 3, 2021 Class A Common Stock 3.06M By SA 2021 Trust F3, F5, F6, F11
transaction PIII Common Units Award +1.41M 1.41M Dec 3, 2021 Class A Common Stock 1.41M By SA Charitable Trust F3, F5, F8, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Upon the redemption of any Common Units (as defined below), a number of shares of Class V Common Stock equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration.
F2 Includes 906,068 shares of Class V common stock and 906,068 Common Units of P3 Health Group, LLC being held in escrow following the business combination described below until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement (as defined below).
F3 At the closing of the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), as described in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 28, 2021, as supplemented, the reporting person received Common Units of P3 Health Group, LLC (the "Common Units"), a direct subsidiary of the Issuer, as consideration for the common units of P3 Health Group Holdings, LLC. In connection with the receipt of Common Units, each recipient subscribed for an equal number of shares of Class V Common Stock of the Issuer for a purchase price equal to par value.
F4 These securities are held by the NA 2021 GRAT, a grantor retained annuity trust of which the reporting person and his spouse serve as trustees.
F5 The Common Units are redeemable at any time by the reporting person for, at the election of the Issuer, newly-issued Class A Common Stock of the Issuer on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of Class A Common Stock for each Common Unit redeemed. Upon the redemption of any Common Units, a number of shares of Class V Common Stock of the Issuer equal to the number of Common Units that are redeemed will be cancelled by the Issuer for no consideration.
F6 Includes 287,883 shares of Class V common stock and 287,883 Common Units of P3 Health Group, LLC being held in escrow following the business combination described above until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement.
F7 These securities are held by the NA 2021 Trust, a trust for the benefit of the reporting person and his children, of which the reporting person and his spouse serve as trustees.
F8 Includes 132,571 shares of Class V common stock and 132,571 Common Units of P3 Health Group, LLC being held in escrow following the business combination described above until the resolution of a dispute among the former unitholders of P3 Health Group Holdings, LLC in accordance with the Merger Agreement.
F9 These securities are held by the NA Charitable Trust, a charitable remainder trust of which the reporting person, his spouse and his children serve as trustees, and of which the reporting person and his spouse are beneficiaries.
F10 These securities are held by the SA 2021 GRAT, a grantor retained annuity trust of which the reporting person and his spouse serve as trustees.
F11 These securities are held by the SA 2021 Trust, a trust for the benefit of the reporting person and his children, of which the reporting person and his spouse serve as trustees.
F12 These securities are held by the SA Charitable Trust, a charitable remainder trust of which the reporting person, his spouse and his children serve as trustees, and of which the reporting person and his spouse are beneficiaries.